Exhibit
10.6


 


ASSIGNMENT OF JOINT VENTURE INTEREST

AND RELEASE OF DEBT


 


This Assignment of Joint Venture Interest and Release
of Debt (the “Assignment”) is made as of the 16th day of March,
2004, by Zhang Wanquin (“Wanquin”), Li Min (“Min”), Tianjin Weilian, a Chinese
corporation (“Weilian”), and INTAC International, Inc., a Nevada corporation
(“INTAC”).


 


WHEREAS, Wanquin, Min and INTAC entered into that
certain Loan and Interest Pledge Agreement, effective as of September 4, 2003
(the “Agreement”) pursuant to which Wanquin and Min borrowed $10,687,500.00
Hong Kong Dollars from INTAC in order to set up Weilian to purchase a
forty-five percent (45%) interest in a joint venture called Beijing Intac Purun
Educational Development Ltd. (“Beijing Joint Venture”); and


 


WHEREAS, pursuant to the Agreement, Wanquin and Min
granted a security interest in and to the forty-five percent (45%) interest in
the Beijing Joint Venture in favor of INTAC;


 


WHEREAS, pursuant to the Agreement, Wanquin and Min
further agreed to assign and transfer, or cause Weilian to assign and transfer
the forty-five percent (45%) interest in and to the Beijing Joint Venture to
INTAC upon the occurrence of certain conditions; and


 


WHEREAS, the parties acknowledge and agree that those
certain conditions have been satisfied, and the parties have delivered and
received all proper notices required under the Agreement; and


 


WHEREAS, the parties agree that INTAC is now entitled
to receive such assignment and transfer.


 


NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual
promises herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Wanquin, Min, Weilian, INTAC and
Beijing Joint Venture agree as follows:


 


1.             Assignment.  Wanquin, Min and Weilian, for themselves,
their successors, affiliates and assigns (together, the “Assignors”), do
hereby, TRANSFER, ASSIGN AND CONVEY unto INTAC (“Assignee”) the following
described right, title and interest (the “Assigned Interest”) in and to Beijing
Joint Venture.  The Assigned Interest
includes and extends to:


 


(a)                                  all
of the Assignors’ interest held in the Beijing Joint Venture;


(b)                                 all
of the Assignors’ rights to capital accounts, distributions and/or allocations
of cash property and income relating to the Assigned Interest; and


(c)                                  all
of the Assignors’ rights to participate in management, if any, and to vote with
regard to Beijing Joint Venture affairs relating to the Assigned Interest.


 


2.             Consent.  The Beijing Joint Venture is executing this
Assignment on behalf of itself and its members in order to consent to the
assignment as not being in violation of any law, term or provision.


 


3.             Counterparts.  This Assignment may be executed in several
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument. 
In making proof hereof, however, it will be necessary to produce only
one copy hereof or fax copy of the executed original signed by the party to be
charged.


 


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4.             Representations
and Warranties.  The Assignors
represent and warrant that Weilian is the record owner of the Assigned
Interest; and: (i) the Assigned Interest is free and clear of all security
interests, pledges, liens, claims, options, commitments, demands, charges,
encumbrances, or covenants of any kind other than the Agreement, (ii) Weilian
has full legal power, right and authority, to sell, transfer and deliver good
and valid title to the Assigned Interest free and clear of any encumbrances
pursuant to the terms of this Assignment, (iii) there are no existing
impediments to the transfer of the Assigned Interest, (iv) upon acquiring the
Assigned Interest, INTAC shall be vested with good and marketable title to the
Assigned Interest, and (v) the transfer of the Assigned Interest as
contemplated herein will not result in the violation of any term or provision
of the Beijing Joint Venture and will not violate any state, federal,
international or other law.


 


5.             Indemnification.  Assignors shall defend, indemnify and hold
harmless the Assignee against and from any and all liability, claims, charges,
expenses, suits and proceedings for or in connection with (i) the ownership or
transfer by Assignors of the Assigned Interest; and/or (ii) the breach of any
representation and/or warranty in this Assignment.


 


6.             Governing
Law and Jurisdiction.  This
Assignment shall be governed by and enforced in accordance with the laws of the
State of Texas, and sole and exclusive jurisdiction and venue for resolution of
any dispute hereunder is and shall be the state and/or federal courts of Dallas
County, Texas.


 


7.             Successors
and Assigns.  This Assignment shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


 


8.             Release
of Debt.  INTAC hereby releases and
forever discharges Wanquin and Min and/or Weilian, as the case may be, from any
obligation they may have to repay the HKD $10,687,500.00 loaned pursuant to the
Agreement.


 


9.             Assignor
Releases.  Each of Wanquin, Min and
Weilian (each individually a “Releasor” and, collectively, “Releasors”), for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
intending to be legally bound, in order to induce INTAC to enter into this
Assignment, hereby release and forever discharge INTAC, the Beijing Joint
Venture and all of their representatives, affiliates, stockholders, agents,
partners, controlling persons, subsidiaries, successors and assigns
(individually, a “Releasee”
and collectively, “Releasees”)
from any and all claims, demands, proceedings, actions, orders, obligations,
contracts, agreements, debts and liabilities whatsoever, whether known or
unknown, suspected or unsuspected, both at law and in equity, which the
Releasors now have, have ever had or may hereafter have against the respective
Releasee arising contemporaneously with or prior to the execution of this
Assignment or on account of or arising out of any matter, cause or event
occurring contemporaneously with or prior to the execution of this Assignment; provided,
however,
that nothing contained herein shall operate to release any obligations arising
under this Assignment.


 


IN WITNESS WHEREOF, this
Assignment of Joint Venture Interest and Release of Debt is executed as
follows:


 


	
  ASSIGNORS:

  	
  /s/ Zhang Wanquin

  	
   

  
	
   

  	
  Zhang Wanquin

  
	
   

  
	
   

  	
  /s/ Li Min

  	
   

  
	
   

  	
  Li Min

  



 


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  Tianjin Weilian

  
	
   

  
	
   

  	
  By: /s/ Zhang Wanquin

  	
   

  
	
   

  	
  Its: President

  
	
   

  
	
  ASSIGNEE:

  	
  INTAC International,
  Inc.

  
	
   

  
	
   

  	
  By: /s/ Wei Zhou

  	
   

  
	
   

  	
  Its:  Chief Executive Officer

  
	
   

  
	
  BEIJING JOINT VENTURE:

  	
  Beijing Intac Purun
  Educational Development Ltd.

  
	
   

  
	
   

  	
  By: /s/ Chen Wang

  	
   

  
	
   

  	
  Its: General Manager

  
					



 


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